UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                -----------------

                                    FORM 10Q/A
                                -----------------

(Mark One)

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
OF 1934 For the quarterly period ended June 30, 2010

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

            For the transition period from __________ to ___________

                       Commission file number: 333-151398

                           GULFSTAR ENERGY CORPORATION
                    (Formerly known as: Bedrock Energy, Inc.)
                    -----------------------------------------
             (Exact name of registrant as specified in its charter)

         Colorado                                       02-0511381
         --------                                       ----------

      (State of Incorporation)                   (IRS Employer ID Number)

                  3410 Embassy Drive, West Palm Beach, FL 33401
                 -----------------------------------------------
                    (Address of principal executive offices)

                                  800-820-1632
                           --------------------------
                         (Registrant's Telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter  period that the registrant was required
to file such reports),  and (2) has been subject to the filing  requirements for
the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by check mark whether the  registrant is a large  accelerated  file, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated  filer [ ] (Do
not check if a smaller reporting company) Smaller reporting company [X]


<PAGE>




Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [ X]

Indicate  the number of share  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

As of  September  28, 2010,  there were  17,804,691  shares of the  registrant's
common stock issued and outstanding.






<PAGE>
<TABLE>
<CAPTION>

<S>                                                                                    <C>




PART I - FINANCIAL INFORMATION                                                         Page
------------------------------                                                         ----

Item 1.  Condensed Consolidated Financial Statements

         Condensed Consolidated Balance Sheets - June 30, 2010 (Unaudited)
                 and December 31, 2009                                                   1


         Condensed Consolidated Statements of Operations (Unaudited) -
                  Three and Six months ended June 30, 2010 and 2009 and
                  From May 19, 2006, (Inception) to June 30, 2010                        2

         CondensedConsolidated  Statements  of  Cash  Flows  (Unaudited)  -  Six
                  months ended June 30, 2010 and 2009 and
                  From May 19, 2006 (Inception) to June 30, 2010                         3

         Notes to the Unaudited Condensed Consolidated Financial Statements              5

Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                             13

Item 3.  Quantitative and Qualitative Disclosures About Market Risk - Not Applicable    17

Item 4. Controls and Procedures                                                         17



PART II - OTHER INFORMATION

Item 1.  Legal Proceedings -Not Applicable                                              18

Item 1A. Risk Factors - Not Applicable                                                  18


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                    18

Item 3.  Defaults Upon Senior Securities - Not Applicable                               19

Item 4.  Removed and Reserved                                                           19

Item 5.  Other Information - Not Applicable                                             19

Item 6.  Exhibits                                                                       19
SIGNATURES                                                                              20


</TABLE>



                                EXPLANATORY NOTE

Gulfstar  Energy  Company,  (the  "Company"),  is filing this  Amendment  to its
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010 filed
with the  Securities  and Exchange  Commission on October 6, 2010,  for the sole
purpose of amending the disclosures in the Financial Statements and the Notes to
the Financial Statements included in Part I, Item 1 and amending the disclosures
in Part I, Item 2 and Part II, Item 2 of this filing.

This  Amendment  does not reflect  events  occurring  after the Original  Filing
except as noted above. Except for the foregoing amended  information,  this Form
10-Q/A  continues to speak as of the date of the Original Filing and the Company
has not otherwise  updated  disclosures  contained  therein or herein to reflect
events that occurred at a later date.



<PAGE>




                                     PART I

ITEM 1. FINANCIAL STATEMENTS


<PAGE>
<TABLE>
<CAPTION>

<S>                                                                     <C>                        <C>

           GULFSTAR ENERGY CORPORATION AND SUBSIDIARIES
                  (FORMERLY BEDROCK ENERGY, INC.)
               (A Company in the Development Stage)
               CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                            JUNE 30, 2010             DECEMBER 31, 2009
                                                                         --------------------      -------------------------
                                                                             (Unaudited)
ASSETS

Cash and cash equivalents                                            $               291,317   $               645,622
Certificate of Deposit                                                                60,000                    60,000
Account receivable                                                                    28,245                    10,000
                                                                         --------------------      --------------------
   Total current assets                                                              379,562                   715,622
                                                                         --------------------      --------------------
Property and equipment, net                                                        4,192,581                 3,610,092
                                                                         --------------------      --------------------
Note receivable, related party                                                             -                    82,325
Goodwill                                                                             368,369                         -
Intangible assets                                                                    169,374                   169,374
                                                                         --------------------      -------------------
  Total other assets                                                                 537,743                   251,699
                                                                         --------------------      --------------------
   Total assets                                                      $             5,109,886   $             4,577,413
                                                                         ====================      ====================
LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable                                                     $               904,599   $               842,149
Litigation settlement payment                                                         45,000                    70,000
Deposits                                                                             255,332                   503,224
Accrued expenses and liabilities                                                     340,060                    30,655
                                                                         --------------------      --------------------
   Total current liabilities                                                       1,544,991                 1,446,028
                                                                         --------------------      --------------------
Commitments and Contingencies                                                              -                         -

STOCKHOLDERS' EQUITY - Unaudited

Preferred shares, no par value, 100,000,000 shares authorized;
    no shares issued and outstanding                                                       -                         -
Common shares, $0.001 par value, 200,000,000 shares authorized;
    15,811,130 and 11,659,659 shares issued and outstanding
    at June 30, 2010 and December 31, 2009, respectively                              15,811                    11,660
Additional paid in capital                                                         5,531,090                 6,180,126
Accumulated deficit                                                               (3,426,287)               (3,060,401)
                                                                         --------------------      --------------------
     Stockholders' equity before non-controlling interest                          2,120,614                 3,131,385

Non-controlling interest                                                           1,444,281                         -
                                                                         --------------------      --------------------
   Total Stockholders' equity                                                      3,564,895                 3,131,385
                                                                         --------------------      --------------------
   Total liabilities and stockholders' equity                        $             5,109,886   $             4,577,413
                                                                         ====================      ====================

The accompanying notes are an integral part of the financial statements.

                                      1

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                  GULFSTAR ENERGY CORPORATION AND SUBSIDIARIES
                         (FORMERLY BEDROCK ENERGY, INC.)
                      (A Company in the Development Stage)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<S>                                       <C>                <C>                <C>                <C>

                                                  Three Months Ended                       Six Months Ended
                                          -----------------------------------   ---------------------------------------
                                           June 30, 2010      June 30, 2009      June 30, 2010        June 30, 2009
                                          ----------------   ----------------   ----------------   --------------------
Net Revenues                           $           33,134 $                - $           37,303 $                    -
Cost of Sales                                      11,342                  -             11,342                      -
                                          ----------------   ----------------   ----------------   --------------------
Gross profit                                       21,792                  -             25,961                      -
                                          ----------------   ----------------   ----------------   --------------------
Operating expenses:
  General and Administrative expense              427,361            173,330            625,200                297,270
                                          ----------------   ----------------   ----------------   --------------------
Total operating expenses                          427,361            173,330            625,200                297,270
                                          ----------------   ----------------   ----------------   --------------------
Loss from operations                             (405,569)          (173,330)          (599,239)              (297,270)
                                          ----------------   ----------------   ----------------   --------------------
Other income:
     Other income                                   1,988                  -            233,353                      -
     Other expense                                      -                  -                  -                      -
                                          ----------------   ----------------   ----------------   --------------------
                                                    1,988                  -            233,353                      -
                                          ---------------    ----------------   ----------------   --------------------
Loss before income taxes                         (403,581)          (173,330)          (365,886)              (297,270)
Income taxes                                            -                  -                  -                      -
                                          ----------------   ----------------   ----------------   --------------------
Net loss                               $         (403,581)$         (173,330)$         (365,886)$             (297,270)
                                          ================   ================   ================   ====================
Basic and diluted net loss
 per common share                      $            (0.03)$          $ (0.02)$            (0.03)$              $ (0.03)
                                          ================   ================   ================   ====================
Weighted average number of
 common shares outstanding                     11,918,189         10,699,647         11,821,647             10,474,627
                                          ================   ================   ================   ====================


                                      2

The accompanying notes are an integral part of the financial statements

</TABLE>


<PAGE>




                  GULFSTAR ENERGY CORPORATION AND SUBSIDIARIES
                         (FORMERLY BEDROCK ENERGY, INC.)
                      (A Company in the Development Stage)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

(continued)
                                                   Period From(Inception)
                                                   May 19, 2006 through
                                                   June 30, 2010


                                                    ------------------
Net Revenues                                                   37,303
Cost of Sales                                                  11,342
                                                    ------------------
Gross profit                                                   25,961
                                                    ------------------
Operating expenses:
  General and Administrative expense                        3,461,172
                                                    ------------------
Total operating expenses                                    3,461,172
                                                    ------------------
Loss from operations                                       (3,435,211)
                                                    ------------------
Other income:
     Other income                                             247,902
     Other expense                                           (238,978)
                                                    ------------------
                                                                8,924
                                                    ------------------
Loss before income taxes                                   (3,426,287)
Income taxes                                                        -
                                                    ------------------
Net loss                                            $      (3,426,287)
                                                    ==================
Basic and diluted net loss
 per common share

Weighted average number of
 common shares outstanding


The accompanyiung notes are an integral part of the finfnacial statements

                                      3

<PAGE>


                  GULFSTAR ENERGY CORPORATION AND SUBSIDIARIES
                         (FORMERLY BEDROCK ENERGY, INC.)
                      (A Company in the Development Stage)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                           Six Months Ended       Period From
                                        ------------------------  (Inception)
OPERATING ACTIVITIES                    June 30,  June 30,        May 19, 2006
                                        2010      2009            through June
                                                                  30, 2010
                                        -----------  -----------  -----------
Net (loss)                             $  (365,886)$   (297,270)$ (3,426,287)
Adjustments to reconcile net loss to net
cash flows from operating activities:
  Transfer of officer note receivable to
   compensation                             82,325            -            -
Depreciation                                54,004            -       82,777
Changes in:
Litigation settlement payable              (25,000)           -       45,000
Other receivables                          (28,245)           -      (28,245)
Accounts payable and accrued
expenses                                    26,783      817,567      899,587
Deposits                                  (247,892)     209,999      255,332
                                        -----------  -----------  -----------
Net cash provided by (used in) operating
activities                                (503,911)     730,296   (2,171,836)
                                        -----------  -----------  -----------
INVESTING ACTIVITIES
Expenditures for property and equipment    (16,343)     (57,784)    (123,247)
Expenditures for construction in progress (619,028)  (1,863,125)  (4,150,989)
Acquisition of Talon, net of cash acquired  76,977            -       76,977
Collection of note receivable               10,000            -            -
   Investment in Certificate of Deposit          -            -      (60,000)
Expenditures for intangible assets               -      (99,602)    (169,374)
                                        -----------  -----------  -----------
Net cash used in investing activities     (548,394)  (2,020,511)  (4,426,633)
                                        -----------  -----------  -----------
FINANCING ACTIVITIES
Equity redemptions                         (41,000)     (50,000)    (182,636)
Equity contributions                       739,000    1,261,366    7,072,422
                                        -----------  -----------  -----------
Net cash provided by financing
 activities                                698,000    1,211,366    6,889,786
                                        -----------  -----------  -----------
NET CHANGE IN CASH                        (354,305)     (78,849)     291,317

CASH, Beginning                            645,622      582,749            -
                                        -----------  -----------  -----------
CASH, Ending                           $   291,317 $    503,900 $    291,317
                                        ===========  ===========  ===========

                                      4

The accompanying notes are an integral part oof the financial statements.






<PAGE>



                  GULFSTAR ENERGY CORPORATION AND SUBSIDIARIES
                         (Formerly Bedrock Energy, Inc.)
                      (A Company in the Development Stage)
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2010


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Bedrock Energy,  Inc., (the Company) was  incorporated in Colorado on August 11,
2004 and on May 5, 2010, its name changed to Gulfstar Energy Corporation.

Acquisitions

On May 5, 2010,  Gulfstar Energy  Corporation ("the Company") entered into Share
Exchange Agreement (Agreement) with Talon Energy Corporation (Talon). Talon is a
Florida Company engaged in management activities in the oil and gas industry. On
June 24,  2010,  the  Agreement  was  replaced by a Revised  and  Amended  share
Exchange and  Acquisition  Agreement  providing  essentially  the same terms and
requiring  and  contemplating  the delivery of a Share  Exchange  Agreement  for
approximately  60% of Gulfstar Energy Group LLC and closing thereon and delivery
of an Acquisition  Agreement for approximately 40% of Gulfstar Energy Group LLC.
The Agreement  provided for the Company to issue 3,509,530  restricted shares of
its common  stock to the  shareholders  of Talon in exchange  for the issued and
outstanding  shares of Talon. After the exchange of such shares the Company owns
100% of the issued and outstanding stock of Talon.

As part of the Talon  transaction,  the Company issued 739,310 restricted shares
of its common stock for  professional  fees and closing costs including  729,310
restricted  shares of its common  stock issued to an affiliate of an officer and
director of the Company.

On June 24,  2010,  the Company  entered  into and  completed  a Share  Exchange
Agreement  with Jason Sharp and Timothy  Sharp,  officers  and  shareholders  of
Gulfstar  Energy  Group,  LLC, a  Mississippi  Limited  Liability  Company,  for
approximately   60%  of  Gulfstar  Energy  Group,  LLC,  for  11,659,659  shares
(restricted)  of common stock of the Company.  The Agreement was effective  June
30, 2010.

The accounting rules of recapitalization treat Gulfstar Energy Group, LLC as the
acquirer, and accordingly, Income Statement activity prior to June 30, 2010 will
only include the results of Gulfstar  Energy Group,  LLC. The Balance  Sheets of
Gulfstar Energy  Corporation and Talon Energy  Corporation are consolidated with
Gulfstar  Energy  Group,  LLC  and  are  shown  accordingly,  as  the  condensed
consolidated Balance Sheets as of June 30, 2010.

The  Acquisition  Agreement with Gulfstar  Energy Group,  LLC,  provides for the
Acquisition of the remaining  approximately 40% of the outstanding  interests of
the Gulfstar Energy Group, LLC, but requires the effectiveness of a Registration
Statement  filed  with  the  Securities  and  Exchange  Commission  to  register
8,340,341  shares of common stock offered to the individual  interest holders of
Gulfstar Energy Group, LLC.

The new subsidiary,  Gulfstar  Energy Group,  LLC operates a pipeline in Western
Kentucky and acts as  syndicator  of financing  for wells and as the  designated
operator for wells.  It has mineral right leases on  approximately  9,000 acres,
has acted as  syndicator  and operator of 24 natural gas wells in Kentucky,  has
built and operates a 16-mile gas pipeline and is transporting gas.

                                      5
<PAGE>




The Company,  through its  subsidiaries,  is currently  focusing its operational
efforts,  initially,  on the  operation  of and  management  of its pipeline gas
system and  management  of existing oil and gas wells and intends to be involved
in oil and gas operation exploration and development  drilling.  Geographically,
the  Company is focused on oil and  non-conventional  shale gas in the  Illinois
Basin of Western Kentucky.  The Company's  strategic focus will be on lower risk
profile  income  producing  oil and gas assets that have  sizable  developmental
drilling  potential  with multiple pay zones.  The Company  intends to focus its
pipeline  development  efforts on private  producers of constrained  and shut-in
natural gas assets in Western Kentucky. The Company intends to provide producers
in its area with a turn key  solution of access to an  additional  developmental
drilling partner,  midstream management, and to provide an economical downstream
solution to move existing production towards liquidity.

The Gulfstar  Energy  Group,  LLC  acquisition  was  accounted  for as a reverse
recapitalization  in which Gulfstar  Energy Group,  LLC was determined to be the
acquirer for  accounting  purposes.  Prior periods  represent  those of Gulfstar
Energy Group, LLC and the financial  statements have been  reclassified for such
presentation. The Talon Energy transaction was accounted for as an acquisition.

Interim Presentation

In the opinion of the  management  of the Company,  the  accompanying  unaudited
financial statements include all material adjustments,  including all normal and
recurring  adjustments,  considered  necessary to present  fairly the  financial
position and  operating  results of the Company for the periods  presented.  The
financial  statements  and notes are presented as permitted by Form 10-Q, and do
not contain certain information  included in the Company's Annual Report on Form
10-K for the fiscal year ended  December 31, 2009. It is the  Company's  opinion
that when the interim  financial  statements  are read in  conjunction  with the
December 31, 2009 Annual Report on Form 10-K and its Current Report on Form10-Q,
the disclosures  are adequate to make the information  presented not misleading.
Interim  results  are not  indicative  of results  for a full year or any future
period.

Principles of Consolidation

The accompanying  condensed  consolidated  balance sheet as of December 31, 2009
and the  statements  of  operations  and cash  flows for all  periods  presented
include the  accounts of  Gulfstar  Energy  Group,  LLC only.  The  accompanying
condensed consolidated balance sheets as of June 30, 2010, includes the accounts
of Gulfstar  Energy  Corporation,  Gulfstar  Energy Group,  LLC and Talon Energy
Corporation.  All significant  inter-company balances and transactions have been
eliminated in consolidation.

Reclassification

Certain amounts  previously  reported have been  reclassified in connection with
the recapitalization and to conform to current presentation.

Going Concern

The Company's  financial  statements for the six months ended June 30, 2010 have
been prepared on a going concern basis,  which  contemplates  the realization of
assets and the settlement of liabilities and commitments in the normal course of
business.  The Company reported an accumulated  deficit of $3,426,287 as of June
30, 2010. The Company recognized  revenues from its activities of $37,303 during
the six months  ended June 30,  2010.  At June 30,  2010,  the Company had total
current  assets of $379,562 and total current  liabilities  of $1,544,991  for a
working capital  deficit of $1,165,429.  These factors raise  substantial  doubt
about the Company's ability to continue as a going concern.

                                      6
<PAGE>




Management is actively pursuing  additional  financing and revenue solutions but
no  assurance  can be given that these  effects  will be  successful  in raising
capital sufficient to fund operations.Non-controlling Interest

The  non-controlling  interest is related to Gulfstar Energy Group, LLC which is
consolidated,   but  not  wholly  owned  by  the  Company.   The  Company  holds
approximately  60% of the equity interest in Gulfstar Energy Group, LLC. At June
30, 2010, the non-controlling interest of approximately 40% was $1,444,281.

Income Taxes

Income tax  expense  includes  federal  and state  taxes  currently  payable and
deferred taxes arising from temporary  differences  between income for financial
reporting and income tax purposes.

Income taxes are provided at the applicable rates on the basis of items included
in the determination of income for income tax purposes.  The Company's effective
income tax rate may be different  than what would be expected if the Federal and
State  statutory  rates  were  applied  to  income  from  continuing  operations
primarily  because of amounts  expensed for  financial  reporting  which are not
deductible  for tax purposes and items  taxable or  deductible  for tax purposes
which are not  includable  for financial  reporting  purposes.  The  significant
permanent difference is meals and entertainment expense.

Effective January 1, 2009, the Company adopted ASC guidance regarding accounting
for  uncertainty  in income taxes.  This guidance  clarifies the  accounting for
income  taxes by  prescribing  the minimum  recognition  threshold an income tax
position is required to meet before being recognized in the financial statements
and applies to all income tax  positions.  Each income tax  position is assessed
using a two step process. A determination is first made as to whether it is more
likely  than not that the  income tax  position  will be  sustained,  based upon
technical merits, upon examination by the taxing authorities.  If the income tax
position is expected  to meet the more  likely  than not  criteria,  the benefit
recorded in the financial  statements  equals the largest amount that is greater
than 50% likely to be realized  upon its ultimate  settlement.  At June 30, 2010
and December  31,  2009,  there were no  uncertain  tax  positions  that require
accrual.

None of the Company's  federal or state income tax returns are  currently  under
examination  by the  Internal  Revenue  Service  ("IRS")  or state  authorities.
However fiscal years 2006 and later remain subject to examination by the IRS and
respective states.

Deferred income Taxes

Deferred  income  taxes are provided for timing  differences  between  financial
reporting and income tax purposes  under the provisions of accounting for income
taxes,  which requires deferred income taxes be computed on the liability method
and deferred tax assets are recognized only when realization is more likely than
not. The primary temporary differences between financial and tax reporting are a
federal net operating loss carryforward and accrued expenses.

As of June 30, 2010, the Company had net operating loss carryforwards for income
tax and financial  reporting purposes of approximately  $866,231 expiring in the
years 2019 through 2029. The Company also had accrued  compensation  accruals of
$309,623. The deferred tax assets that result from such items are $399,790.

                                      7
<PAGE>





The Company  assessed the  likelihood of utilization of the deferred tax assets,
in light of recent and expected  continuing  losses. As a result of this review,
the deferred tax assets have been fully reserved at June 30, 2010.

Income Per Share

Income per share  requires  presentation  of both basic and  diluted  income per
common share.  Common share equivalents,  if used, would consist of any options,
warrants and  contingent  shares,  and are not included in the weighted  average
calculation since their effect would be anti-dilutive due to the net losses.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  in the United States of America  requires  management to
make  estimates and  assumptions  that affect the reported  amount of assets and
liabilities and disclosures of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  Actual results could differ from those estimates,
and such differences may be material to the financial statements.

Revenue Recognition

The Company  recognizes revenue from its gas and oil activities upon shipment of
the gas  and oil to its  customers.  Royalty  revenue  is  recognized  from  the
Company's well-management activities upon receipt of payment from the customer.

Property and Equipment

Management  capitalizes  additions to property and equipment.  Expenditures  for
repairs and  maintenance  are charged to expense.  Property  and  equipment  are
carried  at  cost.   Adjustment  of  the  asset  and  the  related   accumulated
depreciation  accounts  are made for  property  and  equipment  retirements  and
disposals,   with  the  resulting   gain  or  loss  included  in  the  condensed
consolidated statements of operations.

Goodwill

Goodwill  of  $390,548  consists  of the  assumption  by the  Company of Talon's
negative equity of $263,083 and the purchase of Talon's  3,509,530 common shares
valued at $.03 each which totaled $105,286 and issuance of 739,310 common shares
for acquisition cost valued at $.03 each which totaled $22,179.

Intangible Assets

Intangible assets consist of right of way deposits, which are contracts allowing
the Company to install pipeline on private land. The rights exist  indefinitely;
accordingly, no amortization has been recorded.  Management evaluates the assets
for impairment whenever events or circumstances indicate a possible impairment.

                                      8
<PAGE>




Significant Customer

The Company's  pipeline  construction  was finished  during the six months ended
June  30,  2010  and  is  currently  designed  to  deliver  natural  gas  to one
manufacturing customer located in Kentucky.

Depreciation

For  financial  reporting  purposes,  depreciation  of property and equipment is
computed  using the  straight-line  method over the  estimated  useful  lives of
assets at acquisition. For tax reporting purposes,  depreciation of property and
equipment is computed using the straight-line  and accelerated  methods over the
estimated useful lives of assets at acquisition.

Recent Accounting Pronouncements

There were accounting standards and interpretations issued during the six months
ended June 30, 2010, none of which are expected to have a material impact on the
Company's financial position, operations or cash flows.

NOTE 2 - RELATED PARTY TRANSACTIONS

Note Receivable

At December 31, 2009, the Company was owed $82,325 from an officer. The note was
non-interest  bearing,  unsecured,  and due no later  than two  years  after the
completion of the pipeline, which was completed during the six months ended June
30, 2010. During the six months ended June 30, 2010 and prior to the acquisition
of  Gulfstar  Energy  Group,   LLC,  the  note  receivable  was  written-off  as
compensation expense to the officer.

Deposits
At June 30, 2010 and December 31, 2009, the Company had deposits of $255,352 and
$503,224, respectively, due to the drilling partnerships described in Note 4.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following at:


<TABLE>
<CAPTION>
<S>                                          <C>                     <C>

                                                  June 30,              December 31,
                                                    2010                    2009
                                             --------------------    --------------------
Furniture                                    $           19,137               $    12,964
Vehicles                                                104,110                    93,940
Pipeline Supply System                                4,152,111                 3,531,961
                                             --------------------    --------------------
                                                      4,275,358                 3,638,865
Less: Accumulated Depreciation                           82,777                    28,773
                                             --------------------    --------------------
                                             $        4,192,581             $   3,610,092
                                             ====================    ====================
</TABLE>

                                      9

<PAGE>




The  Company's  natural gas  pipeline  supply  system was placed into  operation
during the six months ended June 30, 2010.  Depreciation expense was $54,005 and
$15,272 for the six months  ended June 30, 2010 and the year ended  December 31,
2009, respectively.

NOTE 4 - DRILLING VENTURES

As of June 30,  2010 and  December  31,  2009,  the  Company  holds net  revenue
interests of 12.5% in various  wells in  Kentucky.  The Company  syndicates  the
financing  of  these  wells  through  working   interest  holders  and  provides
management  and operator  services.  In return for these  services,  the Company
receives net royalty  revenue,  only,  in the wells,  of typically  12.5%.  This
income is shown as royalty income in Note 7 - Information on business segments.

As part of its  services  provided  to the  drilling  partnerships,  the Company
collects the contributions of the drilling partnerships' investors.  Using these
funds,  the Company  pays for the  expenses  incurred by the  partnerships.  The
Company  records  no  expenses  of the  partnerships  on its own  statements  of
operations. The excess of contributions collected over partnership expenses paid
are shown as deposits on the balance  sheets.  As of June 30, 2010 and  December
31,  2009,  the Company had deposits  due to the  drilling  partnerships  in the
amounts of $255,332 and $503,224, respectively.

NOTE 5 - LITIGATION SETTLEMENT PAYMENT

In March 2010, the Company settled certain environmental  litigation,  which was
in process at December 31, 2009. As a result of the  settlement,  the Company is
required to pay $70,000  during the year ended December 31, 2010, in addition to
$100,000 paid during the year ended December 31, 2009. Additionally, the Company
received  $230,000  from a  consultant  contracted  by the Company for  services
provided  which  led  to the  environmental  litigation.  The  income  from  the
settlement with the consultant is recognized as Other Income on the Consolidated
Statement of Operations.

In  February,  2009,  the Company  received  two Notices of  Violation  from the
Commonwealth  of Kentucky's  Energy and  Environment  Cabinet  ("Cabinet")  as a
result of the  Company's  failure  to obtain  appropriate  Permits in advance of
certain  construction  activities  and  for  "causing  or  contributing  to  the
pollution  of the waters of the  Commonwealth  of  Kentucky"  during  2007.  The
Company neither admitted to nor denied the alleged violations but accepted civil
responsibility  for the violations on May 6, 2010. As a result of the settlement
of the dispute,  the Company has agreed to pay a civil penalty of $60,000 to the
Commonwealth  of  Kentucky  by way of 12  equal  monthly  installment  payments,
beginning in May, 2010. The Company  recorded a $60,000 General & Administration
Expense during the second  quarter of 2010 to recognize the settlement  with the
Cabinet and as of June 30, 2010,  $45,000 of the liability remains unpaid and is
included in Accounts Payable.

NOTE 6 - OPERATING LEASES

During April 2009, the Company  entered into a lease agreement with an unrelated
third party for a building.  The lease agreement  requires  monthly  payments of
$750 and expires April 2012.  Total rent expense under this lease was $5,226 for
the six months ended June 30, 2010.

                                      10




<PAGE>


The  following  is a  schedule  of  minimum  future  rental  payments  under the
operating lease described above:


Year ending December 31,                                  Amount
------------------------                                  ------

2010                                                    $  9,000
2011                                                       9,000
2012                                                       3,000
                                                           -----
                                                        $ 21,000
                                                          ======

NOTE 7 - Information on Business Segments

The Company  organizes its business segments based on the nature of the products
and services  offered.  The Company  primarily  focuses on the management of its
pipeline gas system and  management of existing oil and gas wells and intends to
be involved in oil and gas operation exploration and development drilling.  Such
management and operational activities are concentrated in GulfStar Energy Group,
LLC.

The Company operates two business segments:  Royalty Income activities resulting
from its 12.5% share of gas and oil revenues  from each  producing  well that it
manages and Pipeline activities from which the Company buys gas and oil from its
pipeline suppliers and sells the gas and oil to its Customer.

During the second quarter,  the Company  completed its pipeline  project thereby
allowing it to connect the  pipeline to producing  wells.  Gas that was captured
from the wells was transported via the pipeline and sold to its Customer.  Based
on Agreements  with its  Customers,  a portion of the final selling price of the
gas that the Company  receives from its Customer will be paid to the  Customers.
This payment Agreement  represents the Company's direct cost of sales of the gas
purchase.  All gas sales  occur at the spot price of the day's  shipment  and no
hedging of the purchases or expected sales is made by the Company.

The  Assets of the  Royalty  Income  segment  represent  the  unused  investment
proceeds  that  have  been  received  from  the  Investors  and  the  amount  of
capitalized  leases  that the Company has with its  Customers  that  provide the
Company  with  access to the  owners'  land-sites.  The  Assets of the  Pipeline
Segment represent the net capitalized cost of the Pipeline Project.

                                      11

<PAGE>




The  following  data is presented  for the  Company's  two  Operating  Segments:
Royalty Income activities and Pipeline activities.


<TABLE>
<CAPTION>
<S>                                                                               <C>               <C>       <C>           <C>


                                                                                Three Months Ended           Six Months Ended
                                                                                    30 June,                     30 June,
                                                                                    --------                     --------
                                                                                    2010            2009         2010          2009
                                                                                    ----            ----         ----          ----
                                                             Net Revenues
                                               Royalty Income  Activities           4,889          -            9,058             -
                                                      Pipeline Activities          28,245          -           28,245             -
                                                                                  -------                      -------            -
                                                            Total Revenue          33,134                      37,303             -
                                                                                  =======                      =======


                                                   Operating Income (Loss)
                                       -----------------------------------
                                               Royalty Income  Activities           4,889              -        9,058             -
                                                      Pipeline Activities          16,903              -       16,903             -
                                                       Corporate Expenses        (427,361)      (173,330)    (625,200)     (297,270)
                                                                                 ---------      ---------    ---------     ---------

                                             Total Operating Income (Loss)       (405,569)      (173,330)    (599,239)     (297,270)
                                                                                 =========      =========    =========     =========

                                                             Total Assets       6/30/2010      12/31/2009
                                                             ------------       ---------      ----------
                                               Royalty Income  Activities         254,594        521,835
                                                      Pipeline Activities       4,855,292      4,055,578
                                                                               ----------     ---------
                                                             Total Assets       5,109,886      4,577,413
                                                                               ==========     ==========

</TABLE>

NOTE 8 - STOCKHOLDERS' EQUITY

Preferred Shares

The Company is authorized to issue 100,000,000  shares of no par value preferred
stock. As of June 30, 2010, the Company has no shares issued and outstanding.

Common Shares

The Company is  authorized  to issue  200,000,000  shares of $.001 voting common
stock.  As of June 30,  2010 there were a total of  16,550,440  shares of common
stock  issued and  outstanding.  On May 5, 2010,  the Board of  Directors of the
Company authorized a one share for eight share reverse stock split, effective on
May 5, 2010. All share references have been adjusted for the reverse split.

During the six months ended June 30, 2010, the Company issued  4,248,840  shares
of its  restricted  common  stock as part of the  acquisition  of  Talon  Energy
Corporation.




                                      12
<PAGE>




NOTE 9 - UNAUDITED PRO FORMA CONDENSED  CONSOLIDATED FINANCIAL INFORMATION UNDER
RULE 8-03(b)(4) OF REGULATION S-X AS TO A BUSINESS COMBINATION -

Effective June 30, 2010, the Company acquired 100% of the issued and outstanding
stock of Talon. Talon provides  management  services in the oil and gas industry
and the ability to obtain capital.  As a result of the acquisition,  the Company
has been able to use this management experience as well as the ability to obtain
capital for the  acquisitions  and  development of oil and gas  properties.  The
acquisition  was  accounted  for using the purchase  method in  accordance  with
guidance provided in Topic 805 of the Codification.

The following  provides the pro forma  information that reflects  revenue,  loss
from  operations,  net loss, net loss  attributable  to the Company and loss per
share for the three and six months  ended  June 30,  2010 and 2009 as though the
acquisition  and  reverse  recapitalization  occurred  at the  beginning  of the
periods:

<TABLE>
<CAPTION>
<S>                        <C>                        <C>                                 <C>                      <C>


                   For the Three Months Ended June 30,                                For the Six Months Ended June 30,
              --------------------------------------------------             --------------------------------------------------
                           ------------             ------------                          ------------             ------------
                              2010                     2009                                  2010                     2009
                           ------------             ------------                          ------------             ------------
Revenue                        $ 33,134                      $ -                              $ 37,303                      $ -

Loss from operations         $ (405,569)              $ (173,330)                           $ (599,239)              $ (297,270)

Net loss                     $ (403,581)              $ (173,330)                           $ (365,886)              $ (297,270)

Net loss attributable to the
  Common stockholders        $ (235,288)              $ (101,051)                           $ (213,312)              $ (173,308)

Loss per share                  $ (0.01)                 $ (0.01)                              $ (0.01)                 $ (0.01)

</TABLE>




<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The  following  discussion  should  be read in  conjunction  with our  unaudited
financial  statements and notes thereto included herein. In connection with, and
because we desire to take  advantage  of, the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward-looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ  materially from those expressed in any forward looking
statements  made by, or on our behalf.  We  disclaim  any  obligation  to update
forward-looking statements.

 OPERATIONS

On May 5, 2010,  Gulfstar Energy  Corporation ("the Company") entered into Share
Exchange Agreement (Agreement) with Talon Energy Corporation (Talon). Talon is a
Florida Company engaged in management activities in the oil and gas industry. On
June 24,  2010,  the  Agreement  was  replaced by a Revised  and  Amended  share
Exchange and  Acquisition  Agreement  providing  essentially  the same terms and
requiring  and  contemplating  the delivery of a Share  Exchange  Agreement  for
approximately 60% of Gulfstar Energy Group, LLC and closing thereon and delivery
of an Acquisition Agreement for approximately 40% of Gulfstar Energy Group, LLC.
The Agreement  provided for the Company to issue 3,509,530  restricted shares of
its common  stock to the  shareholders  of Talon in exchange  for the issued and
outstanding  shares of Talon. After the exchange of such shares the Company owns
100% of the issued and outstanding stock of Talon.

On June 24,  2010,  the Company  entered  into and  completed  a Share  Exchange
Agreement  with Jason Sharp and Timothy  Sharp,  officers and equity  members of
Gulfstar  Energy  Group,  LLC, a  Mississippi  Limited  Liability  Company,  for
approximately   60%  of  Gulfstar  Energy  Group,  LLC,  for  11,659,659  shares
(restricted) of common stock of the Company. The Agreement was effective on June
30, 2010.

The  Acquisition  Agreement with Gulfstar  Energy Group,  LLC,  provides for the
Acquisition of the remaining  approximately 40% of the outstanding  interests of
Gulfstar  Energy Group,  LLC, but requires the  effectiveness  of a Registration
Statement filed with SEC to register  8,340,341  shares of common stock to offer
to the individual interest holders of Gulfstar Energy Group, LLC.

                                       13
<PAGE>




The Company, through its new subsidiaries, is initially focusing its efforts, on
the  operation  and  continuing  construction  of its,  pipeline  gas system and
management of existing oil and gas wells.  Initial  construction of the pipeline
was completed the second quarter of 2010. The Company  intends to be involved in
oil  and  gas  operations,   exploration  and  development   drilling  which  is
geographically  focused on oil and  non-conventional  shale gas in the  Illinois
Basin of  Western  Kentucky.  The  Company's  strategic  focus is on lower  risk
profile  income  producing  oil and gas assets that have  sizable  developmental
drilling  potential  with multiple pay zones.  The Company  intends to focus its
pipeline  development  efforts on private  producers of constrained  and shut-in
natural gas assets in Western Kentucky. The Company intends to provide producers
in its area with a turnkey  solution  of access to an  additional  developmental
drilling partner,  midstream management, and to provide an economical downstream
solution to move existing production towards liquidity.

As of June 30,  2010 and  December  31,  2009,  the  Company  holds net  revenue
interests of 12.5% in various  wells in  Kentucky.  The Company  syndicates  the
financing  of  these  wells  through  working   interest  holders  and  provides
management  and operator  services.  In return for these  services,  the Company
receives a net revenue interest, only, in the wells, of typically 12.5%.

As part of its  services  provided  to the  drilling  partnerships,  the Company
collects the contributions of the drilling partnerships' investors.  Using these
funds,  the Company  pays for the  expenses  incurred by the  partnerships.  The
Company  records  no  expenses  of the  partnerships  on its own  statements  of
operations. The excess of contributions collected over partnership expenses paid
are shown as deposits on the balance  sheets.  As of June 30, 2010 and  December
31,  2009,  the Company had deposits  due to the  drilling  partnerships  in the
amounts of $255,332 and $503,224, respectively.

The Company  will need  substantial  additional  capital to support its proposed
future  energy  operations.  There are  currently  minimal  revenues and limited
committed  sources for additional funds as of date hereof.  No representation is
made that any funds will be available when needed.  In the event funds cannot be
raised when needed,  the Company may not be able to carry out its business plan,
may never achieve projected levels of sales or royalty income, and could fail in
business as a result of these uncertainties.

Decisions  regarding future  participation  in exploration  wells or geophysical
studies  or other  activities  will be made on a  case-by-case  basis and in any
particular   case,   decide  to   participate  or  decline   participation.   If
participating,  we may pay our  proportionate  share of costs  to  maintain  our
proportionate  interest  through  cash  flow  or debt or  equity  financing.  If
participation  is  declined,  we may  elect  to  farmout,  non-consent,  sell or
otherwise  negotiate  a  method  of cost  sharing  in  order  to  maintain  some
continuing interest in the prospect.

RESULTS OF OPERATIONS

For the Three Months Ended June 30, 2010 Compared to the Three Months Ended June
30, 2009

During the three months ended June 30, 2010, we  recognized  revenues of $33,134
from our  pipeline  and oil and gas  management  activities  with  corresponding
direct costs of $11,342 for a gross  profit of $21,792.  During the three months
ended June 30, 2009, we did not  recognize any revenues from our other  business
activities.

                                       14
<PAGE>




During the three  months  ended  June 30,  2010,  we  incurred  total  operating
expenses of $427,361 compared to $173,330 during the three months ended June 30,
2009.  The  increase  of  $254,031  was a result of  increases  in  general  and
administrative  expenses resulting from the  recapitalization of Gulfstar Energy
Group,  LLC and the  acquisition of Talon Energy  Corporation  and the increased
operational activities of the Company as a result of completion of the pipeline.

During the three months ended June 30, 2010,  we incurred a net loss of $403,581
compared to a net loss of $173,330  during the three months ended June 30, 2009.
The  increase of $230,251 is a result of the increase of $254,301 in general and
administrative expenses reduced by the increase of $21,792 in gross profit.

For the Six Months Ended June 30, 2010 Compared to the Six Months Ended June 30,
2009

During the six months ended June 30,  2010,  we  recognized  revenues of $37,303
from our pipeline and oil and gas  management  activities  with a  corresponding
direct  cost of $11,342  for a gross  profit of  $25,961.  During the six months
ended  June 30,  2009,  we did not  recognize  any  revenues  from our  business
activities.  During  the six months  ended  June 30,  2010,  we  incurred  total
operating  expenses of $625,200 compared to $297,270 during the six months ended
June 30, 2009. The increase of $327,930 was a result of increases in general and
administrative  expenses resulting from the  recapitalization of Gulfstar Energy
Group,  LLC and the  acquisition of Talon Energy  Corporation  and the Company's
increased spending activities associated with the completion of the pipeline.

During the six months  ended June 30,  2010,  we incurred a net loss of $365,886
compared to a net loss of $297,270  during the six months  ended June 30,  2009.
The  increase of $68,616 is a result of the  increase of $327,930 in general and
administrative expenses reduced by the $233,353 increase in other income and the
$25,961 increase in gross profit. The increase in other income was primarily the
result of a favorable $230,000  litigation  settlement in the first quarter that
related to a disputed consulting agreement with an outside consultant.

LIQUIDITY

At June 30, 2010, we had total current assets of $379,562 consisting of $351,317
in cash and cash  equivalents  and $28,245 in accounts  receivable.  At June 30,
2010, we had total current liabilities of $1,544,991,  consisting of $904,599 in
accounts payable,  $45,000 litigation  settlement payment,  deposits of $255,332
and $340,060 in accrued  expenses and  liabilities.  At June 30, 2010,  we had a
working capital deficit of $1,165,429 and an accumulated deficit of $3,426,287.

During  the six months  ended June 30,  2010,  we used net cash of  $503,911  in
operational  activities.  During the six months ended June 30, 2009, we received
net cash of $730,296 from operational activities.

During the six months ended June 30, 2010, we recognized a net loss of $365,886,
which was  adjusted for a non-cash  activity of $136,329.  During the six months
ended June 30, 2009, we recognized a net loss of $297,270.

During the six months ended June 30, 2010, the Company used funds of $548,394 in
its investing activities. Investing activities included expenditures of $619,028
in construction of the pipeline and $16,343 for property and equipment.

                                       15
<PAGE>




During the six months ended June 30, 2009,  the Company used  $2,020,511  in its
investing  activities.  Investing activities included expenditures of $1,863,125
in construction of the pipeline,  $57,784 for property and equipment and $99,602
for intangible assets.

During the six months ended June 30,  2010,  the Company  received  $698,000 net
proceeds from its financing  activities.  Financing activities included $739,000
in equity contributions and $41,000 paid in equity redemptions.

During the six months ended June 30, 2009, the Company received  $1,211,366 from
its financing activities.  Financing activities during the six months ended June
30, 2009, included equity contributions of $1,261,366 and $50,000 paid in equity
redemptions.

In March 2010, the Company settled certain environmental  litigation,  which was
in process at December 31, 2009. As a result of the  settlement,  the Company is
required to pay $70,000 during the year ending December 31, 2010, in addition to
$100,000 paid during the year ended December 31, 2009. Additionally, the Company
received  $230,000  from a  consultant  contracted  by the Company for  services
provided which led to the environmental litigation.


Need for Additional Financing

We do not have capital  sufficient to meet our cash needs.  We will have to seek
loans or equity placements to cover such cash needs. Once exploration commences,
our needs for additional financing are likely to substantially increase.

No commitments to provide  additional  funds have been made by our management or
other stockholders.  Accordingly,  there can be no assurance that any additional
funds will be  available  to us to allow us to cover our expenses as they may be
incurred.

Going Concern

The Company's  financial  statements for the six months ended June 30, 2010 have
been prepared on a going concern basis,  which  contemplates  the realization of
assets and the settlement of liabilities and commitments in the normal course of
business.  The Company reported an accumulated  deficit of $3,426,287 as of June
30, 2010. The Company recognized  revenues from its activities of $37,303 during
the six months  ended June 30,  2010.  At June 30,  2010,  the Company had total
current  assets of $379,562 and total current  liabilities  of $1,544,991  for a
working capital deficit of $1,165,429.  This condition raises  substantial doubt
about the Company's ability to continue as a going concern.

Management is actively pursuing additional financing and revenue solutions.

Revenue Recognition

The Company  recognizes revenue from its gas and oil activities upon shipment of
the gas  and  oil to its  customers.  Royalty  income  is  recognized  from  the
company's well-management activities upon receipt of payment from the customer.

                                       16

<PAGE>




ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

ITEM 4.  CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules 13a 15(e) and 15d-15(e)  under the  Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act"))  that are  designed  to ensure  that
information  required to be disclosed in our reports  under the Exchange Act, is
recorded,  processed,  summarized and reported within the time periods  required
under  the  SEC's  rules and forms  and that the  information  is  gathered  and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required disclosure.

As  required  by SEC Rule  15d-15(b),  our  Chief  Executive  Officer  and Chief
Financial Officer for the quarter ended June 30, 2010, carried out an evaluation
under the  supervision  and with the  participation  of our  management,  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  pursuant  to  Exchange  Act Rule  15d-14 as of the end of the period
covered by this report. Based on the foregoing  evaluation,  our Chief Executive
Officer and Chief Financial Officer have concluded that our disclosure  controls
and procedures are ineffective in timely  alerting them to material  information
required  to be  included  in  our  periodic  SEC  filings  and to  ensure  that
information  required to be disclosed in our periodic SEC filings is accumulated
and  communicated to our management,  including our Chief Executive  Officer and
Chief  Financial   Officer,   to  allow  timely  decisions   regarding  required
disclosure.

We have  identified  certain  material  weaknesses of  accounting  relating to a
shortage  of  accounting  and  reporting  personnel  due  to  limited  financial
resources and the size of our Company.  This  material  weakness can lead to the
following:

     o    An  inability  to  ensure  there is  timely  analysis  and  review  of
          accounting records, spreadsheets, and supporting data;

     o    untimely and late filings with the Securities and Exchange Commission;
          and

     o    an inability to effectively  monitor access to, or maintain  effective
          controls over changes to, certain financial  application  programs and
          related data.

Considering  the nature and extent of our  current  operations  and any risks or
errors in financial reporting under current operations and the fact that we have
been a small  business with limited  employees,  such items caused a weakness in
internal controls involving the areas disclosed above.

Due to financial restrictions at this time, the Company has not taken any action
to resolve such weakness.

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during the fiscal  quarter  ended June 30, 2010,  that has  materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.

                                       17

<PAGE>





                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

                NONE


ITEM 1A.  RISK FACTORS

            Not applicable.

ITEM 2.  UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company made the following  unregistered  sales of its securities from April
1, 2010 through June 30, 2010.
<TABLE>
<CAPTION>
<S>     <C>        <C>                    <C>                <C>                 <C>

  DATE OF SALE     TITLE OF SECURITIES    NO. OF SHARES      CONSIDERATION       CLASS OF PURCHASER
  ------------     -------------------    -------------      -------------------- ------------------



------------------ -------------------- ------------------ ----------------------- -----------------------------
    May 2010          Common Stock           105,000              Services             Business Associates
------------------ -------------------- ------------------ ----------------------- -----------------------------
    May 2010          Common Stock            5,000                 Debt               Business Associates
------------------ -------------------- ------------------ ----------------------- -----------------------------
    June 2010         Common Stock          3,509,530      100% of the Equity of   Shareholders of Talon Energy
------------------ -------------------- ------------------ ----------------------- -----------------------------
    June 2010         Common Stock         11,659,659       60% Equity interest     Equity Owners of Gulfstar
------------------ -------------------- ------------------ ----------------------- -----------------------------
</TABLE>


Exemption From Registration Claimed

All of the sales by the Company of its unregistered  securities were made by the
Company in reliance upon Section 4(2) of the  Securities Act of 1933, as amended
(the "1933  Act").  All of the  individuals  and/or  entities  listed above that
purchased the unregistered securities were almost all existing shareholders, all
known  to  the  Company  and  its  management,   through  pre-existing  business
relationships,   as  long  standing  business  associates  and  employees.   All
purchasers  were  provided  access  to  all  material  information,  which  they
requested,  and all  information  necessary to verify such  information and were
afforded access to management of the Company in connection with their purchases.
All  purchasers of the  unregistered  securities  acquired such  securities  for
investment and not with a view toward distribution, acknowledging such intent to
the Company.  All certificates or agreements  representing  such securities that
were issued contained  restrictive legends,  prohibiting further transfer of the
certificates or agreements representing such securities, without such securities
either being first  registered  or  otherwise  exempt from  registration  in any
further resale or disposition.

                                       18
<PAGE>





ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                NONE.

ITEM 4.  REMOVED AND RESERVED



ITEM 5.  OTHER INFORMATION

               NONE.


ITEM 6.  EXHIBITS

Exhibits.  The  following is a complete  list of exhibits  filed as part of this
Form 10-Q.  Exhibit  numbers  correspond  to the numbers in the Exhibit Table of
Item 601 of Regulation S-K.

     Exhibit 31.1  Certification of Chief Executive  Officer pursuant to Section
     302 of the Sarbanes-Oxley Act

     Exhibit 31.2  Certification of Chief Financial  Officer pursuant to Section
     302 of the Sarbanes-Oxley Act

     Exhibit 32.1  Certification  of  Principal  Executive  Officer  pursuant to
     Section 906 of the Sarbanes-Oxley Act

     Exhibit 32.1  Certification  of  Principal  Financial  Officer  pursuant to
     Section 906 of the Sarbanes-Oxley Act

                                       19
<PAGE>




                                   SIGNATURES


     Pursuant to the  requirements  of Section 12 of the Securities and Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.





                              Gulfstar Energy Corporation
                                  (Registrant)



Dated:  May 11, 2010          By: /s/ Robert McCann
                                     ----------------
                                        Robert McCann, Chief  Executive Officer

                              By: /s/Stephen Warner
                                     --------------
                                Stephen Warner, Chief Financial Officer


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